ADGM SPV for Founders: 5 Things to Consider Before Holding Shares

Founders who own shares in multiple businesses may eventually need a more organised ownership structure.

An Abu Dhabi Global Market (ADGM) Special Purpose Vehicle (SPV) can be one option. It allows a separate legal entity to hold shares in an operating company.

Here are five things to consider before choosing this structure.

1. Separation of Ownership

An SPV creates a separate legal entity for holding investments. This can help distinguish investment ownership from day-to-day business activities.

2. Multiple Business Interests

Founders with shareholdings across different companies may use a holding structure to organise those interests under one entity.

3. Tax Implications

An ADGM SPV does not automatically receive a Corporate Tax exemption. The treatment of dividends and capital gains depends on applicable rules and qualifying conditions.

Founders must also review tax obligations in their countries of residence.

4. ADGM Eligibility and Compliance

ADGM removed its SPV nexus requirement in September 2026. However, other registration, beneficial ownership and ongoing compliance requirements remain.

Understanding the [ADGM regulatory framework] can help founders assess these obligations.

5. Long-Term Business Plans

An SPV may be useful when planning new investments, changes in shareholding or a future business exit. However, it may create unnecessary costs for a founder with a simple ownership arrangement.

Before proceeding, review the available ADGM SPV setup options and the ongoing compliance responsibilities for ADGM entities.

Final thought: An ADGM SPV should be selected because it supports a clear business objective, not simply because it is available.

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